Vrooman v. R. P. Vansant Lumber Co.

Citations

• 215 Pa. 75
• 64 A. 394
• 1906 Pa. LEXIS 734

Syllabus

<p>Corporations — Capital stock — Subscription—Reduction of subscription— Meetings — Notice—Waiver—Act of April 29, 1874, P. L. 73.</p> <p>A corporation organized under the act of 1874, with a capital stock of-$100,000 divided into shares of $100 each, all of which is subscribed at the tifne of the organization, and forty-five per cent of which has been paid, has a right four years after its organization when solvent and without existing creditors, to call in the 1,000 shares part paid stock, cancel the original subscriptions, and issue in lieu thereof 450 full paid shares, the remaining 550 shares to be held by the corporation for its use and future disposition.</p> <p>The meeting for the reduction of such subscription need not be held in the manner provided by the statute for a reduction of the capital stock, inasmuch as a reduction of the subscriptions is an entirely different matter from the reduction of capital stock. If the meeting is attended by all of the stockholders, except one, and such stockholder subsequently surrenders his part paid stock, and accepts a less amount of full paid stock in exchange therefor, the validity of such meeting cannot be attacked by a creditor whose debt against the company was created several years after the meef.ing; nor in such a case can subsequent creditors of the corporation maintain actions against the shareholders individually for the corporate debts, merely because the corporation failed to file annual reports in the office of the recorder of deeds as required by clause 8 of section 39 of the act of April 29, 1874; and this is especially so where such creditors had actual notice of the reduction of the subscriptions.</p>